SafeVue Service Schedule
1 Introduction
1.1 SafeVue is a web-based dashboard which enables users to view and manage fire alarm data on any internet-enabled device accessible via https://[customer_specific_subdomain].draxtech.com/login or such other website as the Supplier will notify the Customer from time to time (SafeVue Platform).
1.2 This document sets out the additional terms and conditions which apply to the provision of access to and use of the SafeVue Platform.
2 Definitions and Interpretation
2.1 In this Appendix, in addition to the terms defined in the Agreement or the Statement of Work, the following terms and expressions apply.
Account the account to access the SafeVue Platform.
AMX the Supplier’s alarm management software installed on a PC at a Customer’s premises. AMX may be enabled to collect data from different manufacturer’s fire alarm control equipment and relay Compliance Data collected from site to the SafeVue Platform.
Compliance Data data harvested from the Customer’s site and stored within the SafeVue Platform or Software.
Device the equipment used by the Customer to access the Services.
Documentation the document made available to the Customer by the Supplier online via https://www.draxtechnology.com/ or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
End User persons or entities provided authority by the Customer to access the SafeVue Platform in order to benefit from the Services.
Network those integrated mobile switching facilities, data routers, serves, cell sites, internet and any other related facilities or equipment used to provide Services.
Normal Business Hours [09:00 to 17:00 (GMT / BST) on a Business Day.]
SafeVue Platform has the meaning given in paragraph 1.1.
Sensors wireless or wired sensors and associated wireless receivers, cloud connectors supplied by the Supplier and used by the Customer.
Services the provision of access to and use of the SafeVue Platform by the Supplier to the Customer for the number of Users specified in the Statement of Work, to:
(a) review and monitor building, fire and asset management data and systems and further services as may be detailed in the Statement of Work;
(b) review and monitor fire systems via Drax AMX, door sensors, water monitoring sensors, audibility sensors, emergency lighting systems; and
(c) manage compliance,
as more particularly described in the Documentation.
Software the online software applications provided by the Supplier as part of the Services.
Services Start Date the date set out in the Statement of Work or, in the absence of such a date, the date the Supplier unconditionally accepts the Customer’s request for Services made using the SafeVue Platform’s online purchasing system.
Subscription Fees the annual subscription fees payable by the Customer to the Supplier for the Services as set out in the Statement of Work. The term “Fees” in the Agreement shall be interpreted accordingly.
Subscription Term has the meaning given in paragraph 3.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Supplier Technology Partner a third party provider who the Supplier may work with in order to deliver the Software and/or Services as more particularly detailed in the Statement of Work.
Ticket a support ticket to be raised by a User via their Account in accordance with paragraph 7.
User an End User, a Supplier Technology Partner or the Customer.
2.2 The headings in this Appendix are for ease of reference only and shall not affect its construction.
3 Subscription Term
3.1 Unless otherwise specified in the Statement of Work, the Contract shall commence on the Service Start Date and shall (unless terminated in accordance with paragraph 15) remain in full force and effect for 12 months (the Initial Subscription Term). Where the Customer has opted into auto-licence renewal, the Term shall continue after the Initial Subscription Term for subsequent periods equal to the Initial Subscription Term (each a Renewal Period) unless the Customer gives the Supplier no less than 90 days’ written notice of its intention to terminate the Contract at the end of the current Renewal Period. The Initial Subscription Term and Renewal Period as together the Subscription Term.
4 Account opening and management
4.1 The Customer must have an Account in order to access the Services.
4.2 To create an Account the Customer must:
4.2.1 submit the relevant information as requested on the SafeVue Platform; and
4.2.2 sign a Statement of Work which together with the Agreement and this Service Schedule shall constitute the Contract. Once approved the Customer will receive a confirmation and details on how to access their Account.
4.3 The Customer agrees to provide accurate contact information to the Supplier when the Customer seeks to create an Account. If the contact information or other information related to the Customer's account changes, the Customer shall notify the Supplier promptly and provide up-to-date information.
4.4 The Customer is solely responsible for protecting their Account password and other access information. Accordingly the Customer shall:
4.4.1 choose a strong and secure password;
4.4.2 keep their password secure and confidential; and
4.4.3 not share their Account with, or transfer it to, any other person.
4.5 To the extent permitted in the Statement of Work the Customer may designate/invite individuals as End Users and may give those End Users access to their Account and/or the right to receive the service.
4.6 Each End User must create a separate Account of their own, provide certain information about themselves and agree to the terms set out in this Service Schedule.
4.7 The Customer shall permit the Supplier or the Supplier’s designated auditor to audit the Services and the Customer’s data processing facilities to audit compliance with this Service Schedule. Each such audit may be conducted no more than once year, and this right shall be exercised with reasonable prior notice, in such manner as not to substantially interfere with the Customer’s normal conduct of business. In the event that an audit reveals any use of the Services other than in full compliance with the terms of this Service Schedule, the Customer shall reimburse the Supplier for all reasonable expenses related to such audit in addition to any other liabilities the Customer may incur as a result of such non-compliance.
5 Supply of Services
5.1 The Supplier shall during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Service Schedule.
5.2 The Supplier uses commercially reasonable endeavours to make the Services available via the Network 24 hours a day, seven days a week, except for:
5.2.1 planned maintenance carried out during the maintenance window of outside normal business hours and
5.2.2 unscheduled maintenance.
5.3 The Customer is responsible for arranging its own access to the SafeVue Platform and for ensuring that anyone who accesses the SafeVue Platform through the Customer's internet connection or Devices is aware of and complies with the terms of this Service Schedule.
5.4 The Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier’s standard support services during Normal Business Hours in accordance with paragraph 8. The Customer may purchase enhanced support services separately at the Supplier’s then current rates.
5.5 The Supplier use reasonable care and skill in the performance of the Services however the Customer acknowledges and agrees that it is technically impracticable to provide completely fault-free Services and that the Supplier does not undertake to do so.
5.6 Without prejudice to paragraph 5.5, the Supplier shall have no liability for errors in the functioning of the Services which are attributable to:
5.6.1 operator error;
5.6.2 provision of incorrect information by the Customer or its representatives;
5.6.3 power failures;
5.6.4 malicious interference;
5.6.5 any downtime; outages from any subcontractor;
5.6.6 failure by the Devices to meet the operability requirements set out in the Documentation; and
5.6.7 the Network or the lack of coverage of the mobile telecommunications network, failure of AMX or any Sensor or associated cloud connector or the availability of the internet.
5.7 The Customer acknowledges that access to the Services is on a temporary basis and the Supplier may amend the Documentation, withdraw or suspend the SafeVue Platform and/or any services within the SafeVue Platform and/or transition the Customer on to an alternative solution at any time and without notice.
5.8 The Supplier reserves the right to alter or modify the Service from time to time provided such alteration or modification does not materially affect the functionality or performance of the Services.
5.9 The Supplier may, during the Subscription Term, give the Customer on-line access to information which it holds in connection with the Services via an extranet / internet facility. However, the Supplier reserves the right to alter the information made available or to suspend or withdraw such access at any time without notice and without any liability on its part. As a condition of receiving such access the Customer may be required to agree additional terms of access.
6 Access and Restrictions
6.1 The Customer may print copies and download extracts of any pages from the SafeVue Platform for personal reference only. The Customer must not
6.1.1 modify the hard or soft copies of any materials they have; or
6.1.2 use any illustrations, photographs, video or audio sequences or any graphics from the SafeVue Platform without the accompanying text and reference to the Supplier as the source.
6.2 The Customer must not attempt to gain unauthorised access to the server on which the SafeVue Platform is stored or any server, computer or database connected to the SafeVue Platform.
6.3 The Customer shall only use the Services for lawful purposes and in accordance with applicable laws and regulations and with the Supplier’s documentation, materials and instructions provided from time to time. Without prejudice to the general restrictions on the use of the Services in the Agreement, the Customer shall not use the Services:
6.3.1 to harm or attempt to harm any individual;
6.3.2 to cause any nuisance, annoyance or inconvenience to any third party;
6.3.3 to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or
6.3.4 to create liability for or cause damage to the Supplier in any way.
6.4 The Customer will not:
6.4.1 reproduce, duplicate, or copy the Services or the SafeVue Platform (or part of it) in breach of the terms of this Service Schedule;
6.4.2 decompile, modify or reverse engineer or any part of the Service or the SafeVue Platform or attempt to do so in any way;
6.4.3 resell the Service or any part of the Service, except where the Customer has entered into an appropriate agreement with the Supplier to authorise such reselling;
6.4.4 access, interfere with, damage or disrupt any part of the Services or the SafeVue Platform (including access to the server on which the SafeVue Platform is stored) or any equipment, server, computer, database or network which is connected to the SafeVue Platform or any Software or attempt to do so;
6.4.5 act in any way whether knowingly or otherwise which will impair the operation of all or part of the Services;
6.4.6 knowingly introduce Viruses or other material which is malicious, harmful or which disrupt the current operation of the SafeVue Platform;
6.4.7 attack the SafeVue Platform via a denial-of-service attack or a distributed denial-of service attack; or
6.4.8 be involved in or knowingly, recklessly or negligently permit or allow any other party to be involved in any fraudulent or other unauthorised use or attempted use of the Services by corrupt or dishonest or illegal means at any time.
6.5 The Customer will notify the Supplier immediately upon becoming aware of or suspecting any breach of the obligations in this paragraph 6.
7 Training
7.1 The Supplier shall make available online training for the Users as part of the Fees. Access to such training shall be through the Account.
7.2 The Customer shall ensure that, prior to use of the Services, each User and any of the Customer’s representatives or operatives who may access or otherwise undertake activities in connection with the Services has properly completed the required training to operate, install and commission the Services.
7.3 Where a User requests further training, the parties shall agree the scope and cost for the Supplier to provide the requested training. Such costs shall include reasonable expenses including travel and accommodation incurred by the Supplier.
8 Support and Maintenance
8.1 Where a User has a query, the User shall raise a Ticket. The Supplier will acknowledge receipt of such Ticket and respond to the User as soon as reasonably practicable.
8.2 Where the Supplier is unable to provide a response to the User pursuant to paragraph 8.1, the Supplier shall escalate the query and contact the User.
8.3 The problem resolution service in paragraphs 8.1 and 8.2 shall not include the provision of services for problems attributable to any of the circumstances listed in paragraph 5.6 or as a result of a Force Majeure Event.
8.4 Should the Supplier agree to provide any support that falls within the circumstances listed in paragraph 5.5 or arises as a result of a Force Majeure Event, the Supplier shall be entitled to charge the Customer for such support at its standard rates then in force.
9 Payment Frequency
9.1 The Supplier shall invoice the Customer for the Subscription Fees annually in advance or with such other frequency as is specified in the Statement of Work.
9.2 The Customer shall pay the Support Fees in accordance with the Contract.
9.3 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment then the Supplier may, without prejudice to any other rights and remedies, suspend the Customer’s access to the Software.
10 Liability
10.1 The material displayed or otherwise posted on the SafeVue Platform is provided without any guarantees, conditions or warranties as to accuracy, availability or completeness and are not intended to amount to advice on which the Customer should rely. To the extent permitted by law, the Supplier excludes:
10.1.1 all conditions, warranties and other terms which might otherwise be implied by law;
10.1.2 any liability whatsoever incurred by any User in connection with SafeVue Platform, the Services or the Software or in connection with the reliance on, use, inability to use, or results of the use of SafeVue Platform, the Services or the Software or any website linked to them and any materials posted on it, including, without limitation any liability for:
(a) any indirect or consequential loss or damage;
(b) (i) loss of business (or business opportunity); (ii) loss of goodwill or reputation; (iii) loss of profits, (iv) loss of anticipated savings, (v) loss of income or revenue; (vi) business interruption; (vii) wasted expenditure; or (viii) wasted management time; or
10.1.3 any loss or damage caused by a distributed denial-of-service attack, Viruses or other harmful material due to the Customer's use of the SafeVue Platform, the Services or the Software or to the Customer's downloading of any material posted on it, or on any website linked to it.
10.2 The Customer shall indemnify the Supplier and keep it indemnified and hold it harmless from and against any and all damages, losses and costs and expenses that may be incurred by the Supplier in respect of failure by the Customer, a User or the Customer’s representatives or operatives breach of the terms of this Service Schedule.
11 Data
11.1 The Supplier may process any information it collects from the Customer (including the Customer’s and End User’s personal data) in accordance with the Supplier’s privacy policy. This can be viewed by going to: https://www.draxtechnology.com. By using the Services, the Customer consents to such processing and confirms that all data provided by the Customer is accurate.
11.2 The Supplier may collect, anonymize, and utilize customer data for the purpose of enhancing and improving the functionality and quality of the service provided. Additionally, the supplier may share this anonymized customer data with third parties for analytical and improvement purposes, subject to compliance with all relevant laws and regulations governing data privacy and protection.
11.3 If the Services require the Supplier to Process Personal Data on behalf of the Customer and/or their End User, the User authorises the Supplier to Process the Personal Data during the Subscription Term as a Processor for the purpose set out in the Term Sheet or the Statement of Work.
11.4 The User warrants to the Supplier that:
11.4.1 it has all necessary rights to authorise the Supplier to Process Personal Data in accordance with the Contract and the Data Protection Laws; and
11.4.2 its instructions to the Supplier relating to Processing of Personal Data will not put the Supplier in breach of Data Protection Laws.
11.5 If the Supplier considers that any instructions from the User relating to Processing of Personal Data may put the Supplier in breach of Data Protection Laws, the Supplier will be entitled not to carry out that Processing and will not be in breach of the Contract or otherwise liable to the User as a result of its failure to carry out that Processing.
12 Intellectual Property Rights
12.1 The Customer acknowledges and agrees that, as between the parties, the Supplier and/or its licensors own all Intellectual Property Rights in the SafeVue Platform, the Software and in all other materials connected with the provision of the SafeVue Platform, the Software and the Services. Except as expressly stated in this Service Schedule, this Service Schedule does not grant the Customer any rights to such Intellectual Property Rights.
12.2 The Supplier acknowledges and agrees that the Customer owns and retains all rights, title and interest in and to the Compliance Data. The Customer shall have sole responsibility for the legality, reliability, integrity and accuracy and quality of all such Compliance Data. Save to the extent necessary for the provision of the Services and performance of its obligations under the Contract, the Supplier shall have no rights to access, use or modify the Compliance Data unless it has the prior written consent of the Customer.]
12.3 Where the SafeVue Platform contains links to other websites and resources provided by third parties, these links are provided for the Customer's information only. The Supplier has no control over the contents of those websites or resources and accepts no responsibility for them or for any loss or damage that may arise from the Customer's use of them. The Supplier does not endorse or make any warranties or representations about the other websites, or any information, software or other products or materials found there, or any results that may be obtained from using them.
13 Suspension
13.1 The Supplier shall be entitled to suspend access to the Services:
13.1.1 on reasonable notice to the Customer for such period as may be reasonably required for maintenance, repairs or improvements;
13.1.2 without prior notice to the Customer for exceptional operational reasons;
13.1.3 if the Service fails or is unavailable for any reason;
13.1.4 to comply with the requirements of the Supplier’s third party providers or any regulator;
13.1.5 because of an emergency, for reasons of security, or upon instruction by emergency services, any government or appropriate authority; or
13.1.6 in accordance with paragraph 9.4 for the Customer’s late payment.
13.2 Without prejudice to paragraph 13.1, where the Customer is in breach of the terms of this Service Schedule, the Supplier may take such action as it deems appropriate, including without limitation:
13.2.1 withdrawal of the Customer's right to use the SafeVue Platform;
13.2.2 removal of any material uploaded by the Customer to the SafeVue Platform;
13.2.3 legal proceedings or legal action against the Customer; and/or
13.2.4 disclosure of such information to law enforcement authorities as the Supplier reasonably feels is necessary.
14 Termination
14.1 Without prejudice to clause 14 (Term and termination) of the Agreement the Supplier may terminate the Contract:
14.1.1 for convenience by giving the Customer not less than 90 days’ written notice; and
14.1.2 if the Customer commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so. 1
4.2 On termination of the Contract:
14.2.1 pursuant to paragraph 14.1.2 or at the Customer’s option (subject to agreement of the Supplier) any Fees that would have been payable to the Supplier under the Contract but for such termination shall immediately become payable together with an administration charge equivalent to one month’s Fees;
14.2.2 any outstanding Fees shall immediately become payable; and
14.2.3 any Compliance Data held by the Supplier and owned by the Customer shall be deleted by the Supplier in accordance with the Supplier’s standard backup, archive and deletion regime.
